In Meltzer v. Kentucky Hi Tech Greenhouses LLC, 2023 N.Y. Misc. LEXIS 160, the Manager of a Kentucky LLC filed a lawsuit in New York against the LLC to recover unpaid wages purportedly owed to the Manager by the Kentucky LLC. The LLC moved to dismiss the lawsuit...
Category: Breach of Contract
Business intermediary’s mistake in the NDA that it signed with the Buyer (on behalf of the Seller) is not actionable by the Seller against the Buyer.
In Protégé Biomedical, LLC v. Duff & Phelps Securities, LLC, et al., the business seller disclosed confidential information on a telephone call with a prospective buyer corporation. Instead of purchasing the seller's business, the prospective buyer corporation used the seller's confidential information to create its own competing product.
But that is now how we normally do it . . . Too bad . . . The LLC Operating Agreement prevails!
A minority owner of an LLC prevailed against the majority owners who tried to dilute the minority owner's percentage ownership of the LLC by issuing additional membership interests without the minority owner's approval.
In Lengyel-Fushimi v. Bellis (Kings Supt. Ct. Index No. 512764/2021), the Court held that a...
Lack of Due Diligence and Awareness of Risks Irrelevant if Claim is for Fraudulent Inducement
In BRL Hampton Rd. LLC v Ashley Heather, et. al., 2022 NY Slip Op 30039(U), the Court granted summary judgment against the party that defaulted on a construction loan even though the lender failed to conduct due diligence, was aware of the risks with a startup, and was the one who offered...
Exclusivity Fee in LOI/Term Sheet qualified as Liquidated Damages.
In Parkmerced Invs. v. WeWork Cos. LLC, Index No. 652094/2020, the Court held that Exclusivity Fee was also liquidated damages clause that prevented the other party from seeking other monetary damages based on alleged breach of contract, breach of the covenant and good faith and fair dealing, based on promissory estoppel.
Broker Must be the “Procuring Cause” of the Sale to be entitled to Sale Commission.
In Capin & Assoc., Inc. v. Herskovitz, 2021 NY Slip Op. 03249, the Court held that a broker was not entitled to a sales commission because Defendant used another brokerage firm to make an offer, enter into negotiations, conduct due diligence, and close the transaction. Accordingly, the Plaintiff...
Breach of confidentiality clause in LOI/Term Sheet preceding M&A deal
In Garda USA, Inc. v. Sun Capital Partners, Inc., 2021 NY Slip Op. 03146, the Court held that a party's disclosure of ongoing negotiations can cause it to be liable for time and money spent by the other party with respect to the negotiations.